CREDIT SUISSE. Credit Suisse represents and warrants to IMCO that (i) the retention of Credit Suisse by IMCO as contemplated by this Agreement is authorized by Credit Suisse's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Credit Suisse or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Credit Suisse and when executed and delivered by Credit Suisse will be a legal, valid and binding obligation of Credit Suisse, enforceable against Credit Suisse in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Credit Suisse is registered as an investment adviser under the Advisers Act; (v) Credit Suisse has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Credit Suisse and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Credit Suisse shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Credit Suisse is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Credit Suisse will promptly notify IMCO of the occurrence of any event that would disqualify Credit Suisse from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Credit Suisse has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Credit Suisse will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or cxxxxx xx control of Credit Suisse, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Credit Suisse, in each case prior to or promptly after, such change; and (x) Credit Suisse has adequate disaster recovery and inter...
CREDIT SUISSE. Credit Suisse shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pxxxxxx thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard by Credit Suisse in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Credit Suisse which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to IMCO or the Trust by Credit Suisse Indemnities (as defined below) for use therein. Credit Suisse shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); PROVIDED, HOWEVER, that in no case is Credit Suisse's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.
CREDIT SUISSE. LONDON BRANCH as agent of the other Finance Parties (the “Agent”); and
CREDIT SUISSE. By /s/ Xxxxxxxxx -------------------------- Name: Xxxxxxxxx Title: MSM By /s/ Andy Tchopp -------------------------- Name: Andy Tchopp Title: Associate THE FIRST NATIONAL BANK OF BOSTON By -------------------------- Name: Title: THE FUJI BANK, LIMITED By -------------------------- Name: Title: XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST By -------------------------- Name: Title:
CREDIT SUISSE. INTERNATIONAL as agent of the other Finance Parties (the “Agent”);
CREDIT SUISSE a banking institution incorporated under the laws of Switzerland, acting through its office at Xxxxxxxxxxx 0, 0000 Xxxxxx, Xxxxxxxxxxx as arranger of the Facility (in this capacity, the “Arranger”);
CREDIT SUISSE as security agent of the Finance Parties (in this capacity, the “Security Agent”); and
CREDIT SUISSE. International as security agent of the other Finance Parties (the “Security Agent”); and
CREDIT SUISSE. TRUST LIMITED, a company incorporated in Singapore with its registered office at 0 Xxxxxxx Xxxx #00-00 Xxxxxxxxx 000000 (“Trustee”), acting as trustee pursuant to the terms of the Settlement; and
CREDIT SUISSE. FIRST BOSTON as joint lead arranger of the Tranche C3 Term Facility (the “Tranche C3 Joint Lead Arranger”);
